Item
5.03. |
Articles
of Incorporation or Bylaws. |
The
stockholders of the Company approved the Amendment (the “Charter Amendment”) at the Special Meeting, changing
the structure and cost of the Company’s right to extend the date (the “Termination Date”) by which the
Company must (i) consummate a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination
involving the Company and one or more businesses (a “business combination”), (ii) cease its operations if it fails to complete
such business combination, and (iii) redeem or repurchase 100% of the Company’s outstanding public shares of common stock included
as part of the units sold in the Company’s initial public offering that closed on December 9, 2021 (the “IPO”)
which is currently March 9, 2023 unless extended.
The
Charter Amendment allows the Company to extend the Termination Date by up to two (2) three-months extensions, followed by three (3) one-month
extensions, to December 9, 2023 (each of which we refer to as an “Extension”, and such later date, the “Extended
Deadline”). To obtain each extension, the Company, its sponsor or any of their affiliates or designees must deposit into
the Company’s Trust Fund with Continental by the deadline applicable prior to the extension, $390,000 for each three-month extension
and $130,000 for each one-month extension.
The
Company intends to file the Amendment with
the Delaware Department of State as soon as practicable. The foregoing summary is qualified by the full text of the form of
Amendment to the Amended and Restated Certificate of Incorporation is included as Exhibit 3.1 hereto, which is incorporated herein
by reference.
Item
5.07. |
Submission
of Matters to a Vote of Security Holders. |
On
March 6, 2023, at 10:00 a.m. ET, the Company held a special meeting of its stockholders at https://www.cstproxy.com/globalinkinvestment/2023,
pursuant to due notice. On the record date of February 8, 2023, the Company had 14,945,000 shares of common stock entitled to vote at
the Special Meeting. At the Special Meeting, holders of the Company’s outstanding shares of common stock voted on two of the three
proposals presented, the Extension Amendment Proposal and the Trust Amendment Proposal, each as described in the proxy statement dated
February 17, 2023. The Stockholders entitled to vote at the Special Meeting cast their votes as described below:
Proposal
1- Extension Amendment Proposal
The
stockholders of the Company approved the proposal (the “Extension Amendment Proposal”) to amend the Company’s
amended and restated certificate of incorporation to extend the date by which the Company must (i) consummate a merger, capital stock
exchange, asset acquisition, stock purchase, reorganization or similar business combination involving the Company and one or more businesses,
which we refer to as a “business combination,” (ii) cease its operations if it fails to complete such business combination,
and (iii) redeem or repurchase 100% of the Company’s outstanding public shares of common stock included as part of the units sold
in the Company’s IPO from (a) 15 months from the consummation of the IPO, or March 9, 2023, or (b) up to 21 months from the consummation
of the IPO if the Company elects to extend the date to consummate a business combination on a quarterly basis for up to two times by
an additional three months each time after March 9, 2023, until September 9, 2023, or a total of up to six months after March 9, 2023,
to (x) 15 months from the consummation of the IPO, or March 9, 2023, or (y) up to 24 months from the consummation of the IPO if the Company
elects to extend the date to consummate a business combination for up to five times, comprising of two three-month extensions from March
9, 2023 to September 9, 2023, followed by three one-month extensions from September 9, 2023 to December 9, 2023, unless the closing of
the Company’s initial business combination shall have occurred. The following is a tabulation of the voting results:
Common
Stock:
| |
Votes For | | |
Votes Against | | |
Abstentions | |
Number of Shares Voted: | |
| 11,791,238 | | |
| 454,952 | | |
| 614 | |
Percentage of Outstanding Shares of Common Stock: | |
| 78.90 | % | |
| 3.04 | % | |
| 0.00 | % |
Proposal
2 - Trust Amendment Proposal
The
stockholders of the Company approved the proposal to amend the Company’s Trust Agreement with Continental (the “Trust
Amendment Proposal”), pursuant to which the Company’s Trust Agreement with Continental be amended to extend the time
for the Company to complete its initial business combination under the Trust Agreement from 15 months from the consummation of the IPO,
or March 9, 2023 (or up to 21 months from the consummation of the IPO if the Company elects to extend the date to consummate a business
combination on a quarterly basis for up to two times by an additional three months each time after March 9, 2023, until September 9,
2023, or a total of up to six months after March 9, 2023) to 15 months from the consummation of the IPO, or March 9, 2023 (or up to 24
months from the consummation of the IPO if the Company elects to extend the date to consummate a business combination for up to five
times, comprising of two three-month extensions from March 9, 2023 to September 9, 2023, followed by three one-month extensions from
September 9, 2023 to December 9, 2023), by depositing into the Trust Account $390,000 for each three-month extension and $130,000 for
each one-month extension, unless the Closing of the Company’s initial business combination shall have occurred. The following is
a tabulation of the voting results:
Common
Stock:
| |
Votes For | | |
Votes Against | | |
Abstentions | |
Number of Shares Voted: | |
| 11,791,238 | | |
| 454,952 | | |
| 614 | |
Percentage of Outstanding Shares of Common Stock: | |
| 78.90 | % | |
| 3.04 | % | |
| 0.00 | % |
Proposal
3 – Adjournment Proposal
The
third proposal to adjourn the Special Meeting (the “Adjournment Proposal”) was not presented at the Special
Meeting since the Extension Amendment Proposal and the Trust Amendment Proposal received sufficient favorable votes to be adopted.